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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) April 1, 2026
HEARTCORE
ENTERPRISES, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41272 |
|
87-0913420 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification No.) |
14F,
Shibuya Sakura Stage Central Building,
1-2
Sakuragaoka-cho,
Shibuya-ku,
Tokyo,
Japan |
|
150-0031 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code +81-3-6899-7114
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
HTCR |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
7.01. Regulation FD Disclosure.
On
April 1, 2026, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing that the Company’s
Board of Directors (the “Board”) approved a 1-for-20 reverse stock split of its issued and outstanding common stock (the
“Reverse Split”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The
information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that
Section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information set forth under this
Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required
to be disclosed solely to satisfy the requirements of Regulation FD.
Item
8.01. Other Events.
As previously disclosed, on June 30, 2025, the Company’s stockholders approved
a reverse stock split of the Company’s common stock, at a ratio of no less than 1-for-2 and no more than 1-for-30, with such ratio
to be determined at the sole discretion of the Board.
The
Reverse Split will become effective on April 2, 2026 at 4:00 p.m. Eastern Time (the “Effective Time”) and the Company’s
common stock is expected to begin trading under a new CUSIP number, 42240Q 203, on the Nasdaq Capital Market (“Nasdaq”) on
April 6, 2026, on a Reverse Split-adjusted basis. The Reverse Split is intended to increase the price per share of the Company’s
common stock to enable the Company to regain compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq.
As
of the Effective Time, issued and outstanding shares of the Company’s common stock will automatically be reclassified such that
each 20 shares of pre-Reverse Split common stock will become one share of common stock, with any fractional shares of common stock resulting
being rounded up to the nearest whole share of common stock. The authorized number of shares, and par value per share, of the Company’s
common stock will not be affected by the Reverse Split. Proportional adjustments will be made to the number of shares of common stock
issuable upon the exercise of the Company’s outstanding options and restricted stock units, and the number of shares authorized
and reserved for issuance pursuant to the Company’s equity incentive plans.
Stockholders
holding their shares electronically in book-entry form are not required to take any action to receive post-Reverse Split shares. Stockholders
owning shares through a bank, broker, or other nominee will have their positions automatically adjusted to reflect the Reverse Split,
subject to brokers’ particular processes, and will not be required to take any action in connection with the Reverse Split. For
those stockholders holding physical stock certificates, the Company’s transfer agent, Transhare Corporation, will send instructions
for exchanging those certificates for shares held electronically in book-entry form or for new certificates, in either case representing
the post-Reverse Split number of shares.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release of the issuer dated April 1, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| Date:
April 1, 2026 |
HEARTCORE
ENTERPRISES, INC. |
| |
|
|
| |
By: |
/s/
Sumitaka Yamamoto |
| |
|
Sumitaka
Yamamoto |
| |
|
Chief
Executive Officer |
Exhibit
99.1
HeartCore
Announces 1-for-20 Reverse Stock Split
NEW
YORK and TOKYO, April 1, 2026 — HeartCore Enterprises, Inc. (NASDAQ: HTCR) (“HeartCore” or the “Company”),
an IPO consulting services company based in Tokyo, today announced that its Board of Directors approved a 1-for-20 reverse stock split
of its issued and outstanding common stock (the “Reverse Split”). As previously announced, on June 30, 2025, HeartCore stockholders
approved the Reverse Split and granted the Board of Directors the authority to determine the exact split ratio (within the range approved
by stockholders) and when to proceed with the Reverse Split.
The
Reverse Split will become effective on April 2, 2026 at 4:00 p.m. Eastern Time (“Effective Time”) and the Company’s
common stock is expected to begin trading under a new CUSIP number, 42240Q 203, on the Nasdaq Capital Market (“Nasdaq”) on
April 6, 2026, on a Reverse Split-adjusted basis. The Reverse Split is intended to increase the price per share of the Company’s
common stock to enable the Company to regain compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq.
As
of the Effective Time, issued and outstanding shares of the Company’s common stock will automatically be reclassified such that
each 20 shares of pre-Reverse Split common stock will become one share of common stock, with any fractional shares of common stock resulting
being rounded up to the nearest whole share of common stock. The authorized number of shares, and par value per share, of the Company’s
common stock will not be affected by the Reverse Split. Proportional adjustments will be made to the number of shares of common stock
issuable upon the exercise of the Company’s outstanding options and restricted stock units, and the number of shares authorized
and reserved for issuance pursuant to the Company’s equity incentive plans.
Stockholders
holding their shares electronically in book-entry form are not required to take any action to receive post-Reverse Split shares. Stockholders
owning shares through a bank, broker, or other nominee will have their positions automatically adjusted to reflect the Reverse Split,
subject to brokers’ particular processes, and will not be required to take any action in connection with the Reverse Split. For
those stockholders holding physical stock certificates, the Company’s transfer agent, Transhare Corporation, will send instructions
for exchanging those certificates for shares held electronically in book-entry form or for new certificates, in either case representing
the post-Reverse Split number of shares.
About
HeartCore Enterprises, Inc.
HeartCore
Enterprises, Inc. is headquartered in Tokyo, Japan, and is a leading consulting services company providing U.S. market listing support
and related advisory services primarily to Japanese corporate clients. For more information, please visit https://heartcore-enterprises.com/.
Forward-Looking
Statements
All
statements other than statements of historical facts included in this press release are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements
regarding the potential transaction, strategic initiatives, regulatory processes, and future business plans.
In
some cases, forward-looking statements can be identified by words such as “believe,” “intend,” “expect,”
“anticipate,” “plan,” “potential,” “continue,” or similar expressions. Such forward-looking
statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these
statements.
These
risks and uncertainties are discussed in the Company’s filings with the U.S. Securities and Exchange Commission. Investors are
cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise, except as required by law.
HeartCore
Investor Relations Contact:
Gateway
Group, Inc.
Matt
Glover and John Yi
HTCR@gateway-grp.com
(949)
574-3860
